11.5 \*\*Assignment\*\*. In addition to the other dispositions required
or contemplated in this Lease, Lessor (the “Assignor”) may at any time, upon
20 days’ prior notice to Lessee, freely grant a security interest in, sell,
assign, or transfer (an “ \*\*Assignment\*\* ”) all or any part of their
respective interests in, under or with respect to this Lease, the other
Transaction Documents, the Aircraft, or any Rent due or to become due with
respect thereto (including all associated rights associated with or secured
thereby and the related international interests), and Lessee shall perform all
of its obligations under the Lease Documents, to the extent so transferred,
for the benefit of the beneficiary of such Assignment (such beneficiary,
including any successors and assigns, an “ \*\*Assignee\*\* ”); provided, that
only 10 days’ prior notice shall be required if the Assignee is a wholly-
owned subsidiary of Lessor. Lessee hereby waives any right to assert, and
agrees not to assert, against any Assignee any defense, setoff, recoupment,
claim, counterclaim or any other Abatement that Lessee may have against such
Assignor. Upon the assumption by such Assignee of such Assignor’s obligations
under this Lease and the other Transaction Documents, such Assignor shall be
relieved of any such assumed obligations. Lessee hereby consents to any such
Assignment, including, without limitation, for purposes of the Cape Town
Convention. If so directed in writing, Lessee shall pay all Rent and all other
sums due or to become due to such Assignor under the Transaction Documents,
including any of the same constituting associated rights or proceeds, directly
to the Assignee or any other party designated in writing by such Assignor.